Exhibit 4.5


 


Description of Securities Registered Pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended


 


 


The following description sets forth certain material terms and
provisions of the securities of Counter Press Acquisition Corporation (“we,” “us” or “our”) that
are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following
description of our securities is not complete and may not contain all the information you should consider before investing in our
securities. This description is summarized from, and qualified in its entirety by reference to, our amended and restated memorandum
and articles of association (“Articles”), which are incorporated herein by reference. The summary below is also qualified
by reference to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time (“Companies
Act”) and common law of the Cayman Islands.


 


As of February 8, 2022, we had three classes of securities registered
under Exchange Act: our Class A ordinary shares, $0.0001 par value per share; warrants to purchase shares of our Class A ordinary
shares, and units consisting of one Class A ordinary share and one-half of a redeemable warrant to purchase one Class A ordinary
share. In addition, this description of securities also contains a description of our founders shares, par value $0.0001 per share
(“founders shares”), which are not registered pursuant to Section 12 of the Exchange Act, but are convertible into Class
A ordinary shares. The description of the founders shares is necessary to understand the material terms of the Class A ordinary
shares.


 


Units


 


Each unit consists of one Class A ordinary share and one-half of
a redeemable warrant. Each warrant entitles the holder to purchase one Class A ordinary share. Pursuant to the warrant agreement,
dated February 8, 2022 between Continental Stock Transfer & Trust Company, as warrant agent, and us, a warrant holder may exercise
its warrants only for a whole number of Class A ordinary shares. This means that only a warrant may be exercised at any given time
by a warrant holder.


 


The Class A ordinary shares and warrants begin separate trading
on the 52nd day after February 8, 2022 unless BTIG, LLC (“BTIG”) and EarlyBirdCapital, Inc. (“EarlyBird”)
informs us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described
below and having issued a press release announcing when such separate trading will begin and holders have the option to continue
to hold units or separate their units into the component pieces.


 


Ordinary Shares


 


Class A ordinary shareholders and Class B ordinary shareholders
of record are entitled to one vote for each share held on all matters to be voted on by shareholders, except as required by law;
provided that, prior to our initial business combination, only holders of our Class B ordinary shares will have the right to vote
on the election of directors, and holders of a majority of our Class B ordinary shares may remove a member of the board of directors
for any reason. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with
our initial business combination, except as required by law, holders of Class A ordinary shares and holders of Class B ordinary
shares will vote together as a single class. Unless specified in the Companies Act, our Articles or applicable stock exchange rules,
the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our
shareholders. Approval of certain actions will require a special resolution under Cayman Islands law and pursuant to our Articles;
such actions include amending our Articles and approving a statutory merger or consolidation with another company. Directors are
elected for a term of two years. There is no cumulative voting with respect to the election of directors, with the result that
the holders of more than 50% of the founders shares purchased prior to our initial public offering that are voted for the election
of directors can elect all of the directors prior to our initial business combination. Our shareholders are entitled to receive
ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 






    	 



    	 



    

 


Because our Articles authorize the issuance of up to 200,000,000
Class A ordinary shares, if we were to enter into a business combination, we may (depending on the terms of such a business combination)
be required to increase the number of Class A ordinary shares which we are authorized to issue at the same time as our shareholders
vote on the business combination to the extent we seek shareholder approval in connection with our initial business combination.


 


In accordance with the Nasdaq corporate governance requirements,
we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. There
is no requirement under the Companies Act for us to hold annual or general meetings to elect directors. Until we hold an annual
general meeting of shareholders, public shareholders may not be afforded the opportunity to discuss company affairs with management.


 


We will provide our public shareholders
with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days
prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable),
divided by the number of then issued and outstanding public shares, subject to the limitations described herein. At the completion
of our initial business combination, we will be required to purchase any Class A ordinary shares properly delivered for redemption
and not withdrawn. The amount in the trust account is initially anticipated to be $10.15 per public share. Additionally, each public
shareholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or
against the proposed business combination. Our initial shareholders entered into a letter agreement with us dated
February 8, 2022 (the “letter agreement”), pursuant to which they agreed to waive their redemption rights with respect
to their founders shares and any public shares held by them in connection with the completion of our initial business combination.
Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public
shares acquired by them, if any. Permitted transferees of our initial shareholders, officers or directors will be subject to the
same obligations.


 


If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Articles
provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder
is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming
its shares with respect to more than an aggregate of 15% of the ordinary shares sold in our initial public offering, which we refer
to as the “Excess Shares,” without our prior consent. However, we would not be restricting our shareholders’ ability
to vote all of their shares (including Excess Shares) for or against our initial business combination. Our shareholders’ inability
to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such
shareholders could suffer a material loss in their investment if they sell their Excess Shares on the open market. Additionally,
such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete the business combination.
As a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares,
would be required to sell their shares in open market transactions, potentially at a loss.


 


If we seek shareholder approval in connection with our initial business
combination, our initial shareholders have agreed (and their permitted transferees will agree), pursuant to the terms of the letter
agreement, to vote their founders shares and any public shares held by them in favor of our initial business combination. As a
result, in addition to our initial shareholders’ founder shares, we would need 2,576,876, or 34.4%, of the 7,500,000 public shares
sold in our initial public offering to be voted in favor of a transaction (assuming all issued and outstanding shares are voted),
subject to any higher threshold as is required by Cayman Islands or other applicable law, in order to have such initial business
combination approved. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them
with respect to public shares acquired by them, if any.


 






    	 



    	 



    

 


Pursuant to our Articles, if we are unable to complete our initial
business combination within the time period for which we have to complete a proposed business combination and as described in more
detail in our prospectus (the “completion window”), we will (1) cease all operations except for the purpose of winding
up, (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000
of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued
and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidating distributions, if any) and (3) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case
to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In
such case, our public shareholders may receive only $10.15 per share, or less than $10.15 per share, on the redemption of their
shares, and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in
the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.15 per share”
and other risk factors herein. Our initial shareholders have entered into the letter agreement with us, pursuant to which they
have agreed to waive their rights to liquidating distributions from the trust account with respect to their founders shares if
we fail to complete our initial business combination within the completion window. However, if our initial shareholders acquire
public shares after our initial public offering, they will be entitled to liquidating distributions from the trust account with
respect to those public shares if we fail to complete our initial business combination within the completion window.


 


In the event of a liquidation, dissolution or winding up of the
company after a business combination, our shareholders at such time will be entitled to share ratably in all assets remaining available
for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference
over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions
applicable to the ordinary shares, except that we will provide our shareholders with the opportunity to redeem their public shares
for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which
interest shall be net of taxes payable), upon the completion of our initial business combination, subject to the limitations described
herein.


 


Founders Shares


 


The founders shares are designated as Class B ordinary shares and
are identical to the Class A ordinary shares included in the units sold in our initial public offering, and holders of founders
shares have the same shareholder rights as public shareholders, except that: (1) prior to our initial business combination, only
holders of the founders shares have the right to vote on the appointment of directors and holders of a majority of our founders
shares may remove a member of the board of directors for any reason; (2) the founders shares are subject to certain transfer restrictions,
as described in more detail below; (3) our sponsor have entered into a letter agreement with us, pursuant to which it has agreed
to waive: (x) its redemption rights with respect to its founders shares and any public shares held by it in connection with the
completion of our initial business combination (and not seek to sell its shares to us in any tender offer we undertake in connection
with our initial business combination); (y) its redemption rights with respect to its founders shares and any public shares held
by it in connection with a shareholder vote to approve an amendment to our Articles (A) that would affect our public shareholders’
ability to convert or sell their shares to us in connection with a business combination as described herein or to the redemption
rights provided to shareholders if we do not complete our initial business combination within the completion window, as described
in our prospectus, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination
activity; and (z) its rights to liquidating distributions from the trust account with respect to any founders shares it holds if
we fail to complete our initial business combination within the completion window (although it will be entitled to liquidating
distributions from the trust account with respect to any public shares it holds if we fail to complete our initial business combination
within the completion window); (4) the founders shares will automatically convert into our Class A ordinary shares as described
below and (5) the founders shares are entitled to registration rights. In addition, our directors and officers have also entered
into the letter agreement with respect to public shares acquired by them, if any.


 


The founders shares will automatically convert into Class A ordinary
shares on the first business day following the completion of our initial business combination on a one-for-one basis, subject to
adjustment as provided herein. If additional Class A ordinary shares, or equity-linked securities convertible or exercisable for
Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in our initial public offering and related
to the closing of our initial business combination, the ratio at which founders shares will convert into Class A ordinary shares
will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number of
Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted
basis, 20% of the sum of our ordinary shares issued and outstanding upon the completion of our initial public offering plus the
number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business
combination (net of redemptions), (excluding the underwriter founder shares and the private shares, as defined in our prospectus).


 






    	 



    	 



    

 


With certain limited exceptions, the founders shares are not transferable,
assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of
whom will be subject to the same transfer restrictions) until six months after the completion of our initial business combination
or the date following the completion of our initial business combination on which we complete a liquidation, merger, amalgamation,
share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to
exchange their Class A ordinary shares for cash, securities or other property.


 


Register of Members (Shareholders)


 


Under Cayman Islands law, we must keep a register of members (i.e.,
shareholders) and there shall be entered therein:


 


	 	●	the
    names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be
    considered as paid, on the shares of each member and the voting rights of shares;


 


	 	●	the date on which the name of any person
    was entered on the register as a member; and


 


	 	●	the date on which any person ceased
    to be a member.


 





Under Cayman Islands law, the register of members of our company
is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption of fact on
the matters referred to above unless rebutted) and a member registered in the register of members shall be deemed as a matter of
Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of our
initial public offering, the register of members shall be immediately updated to reflect the issue of shares by us. Once our register
of members has been updated, the shareholders recorded in the register of members shall be deemed to have legal title to the shares
set against their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court
for a determination as to whether the register of members reflects the correct legal position. Further, the Cayman Islands court
has the power to order that the register of members maintained by a company should be rectified where it considers that the register
of members does not reflect the correct legal position. If an application for an order for rectification of the register of members
were made in respect of our ordinary shares, the validity of those shares may be subject to re-examination by a Cayman Islands
court.


 


Warrants


 


No warrants are currently outstanding.


 


Each whole warrant entitles the registered holder to purchase one
Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days
following our initial business combination. However, no warrants will be exercisable for cash unless our (or another) prospectus
relating to such Class A ordinary shares and the registration statement of which our (or such other) prospectus forms a part are
then current and in effect. Notwithstanding the foregoing, if our (or such other) prospectus relating to the Class A ordinary shares
and the registration statement of which our (or such other) prospectus forms a part are not then current and in effect (respectively)within
60 business days following the consummation of our initial business combination, warrant holders may, beginning at such time, exercise
warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption
is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on
a cashless basis. In the case of a cashless exercise, each holder would pay the exercise price by surrendering the warrants for
that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary
shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market
value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average
reported last sale price of the Class A ordinary shares for the 5 trading days ending on the trading day prior to the date of exercise.
The warrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York
City time, or earlier upon redemption or liquidation.


 






    	 



    	 



    

 


The private warrants are identical to the warrants sold as part
of the units in our initial public offering except that, so long as they are held by our sponsor or its permitted transferees:
(1) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions,
be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination; and (2)
they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.


 


We may call the warrants for redemption, in whole and not in part,
at a price of $0.01 per warrant,


 


	 	●	at any time after the warrants become
    exercisable;


 


	 	●	upon not less than 30 days’ prior written
    notice of redemption to each warrant holder;


 


	 	●	if, and only if, the reported last
    sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations,
    reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants
    become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and


 


	 	●	if, and only if, the registration statement
    of which our prospectus forms a part (or another registration statement) in then in effect with respect to the Class A ordinary
    shares underlying such warrants.


 


The right to exercise will be forfeited unless the warrants are
exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant
will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.


 


The redemption criteria for our warrants have been established at
a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient
differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result
of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.


 


If we call the warrants for redemption as described above, our management
will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event,
each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient
obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference
between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.
The “fair market value” shall mean the average reported last sale price of the Class A ordinary shares for the 5 trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.


 


The warrants will be issued in registered form under a warrant agreement
between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms
of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but
requires the approval, by written consent or vote, of the holders of at least 50% of the then outstanding public warrants in order
to make any change that adversely affects the interests of the registered holders.


 


The exercise price and number of Class A ordinary shares issuable
on exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization or our recapitalization,
reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A ordinary shares at
a price below their respective exercise prices.


 






    	 



    	 



    

 


In addition, if (x) we issue additional Class A ordinary shares
or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at
an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue
price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor, initial shareholders
or their affiliates, without taking into account any founders shares held by them prior to such issuance) (which we refer to as
the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total
equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation
of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary
shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business
combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be
adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price and the
$18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest
cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.


 


The warrants may be exercised upon surrender of the warrant certificate
on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant
certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank
check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders
of Class A ordinary shares and any voting rights until they exercise their warrants and receive Class A ordinary shares. After
the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share
held of record on all matters to be voted on by shareholders.


 


Under the terms of the warrant agreement, we have agreed to use
our best efforts to have declared effective our prospectus relating to the Class A ordinary shares issuable upon exercise of the
warrants and keep such prospectus current until the expiration of the warrants. However, we cannot assure you that we will be able
to do so and, if we do not maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the
warrants, holders will be unable to exercise their warrants for cash and we will not be required to net cash settle or cash settle
the warrant exercise.


 


Warrant holders may elect to be subject to a restriction on the
exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that,
after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the Class A ordinary shares outstanding.


 


No fractional shares will be issued upon exercise of the warrants.
If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise,
round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder.


 


Dividends


 


We have not paid any cash dividends on our Class A ordinary shares
to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends
in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent
to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion
of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in
our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable
future.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our ordinary shares and warrant agent for
our warrants is Continental Stock Transfer & Trust Company. We will agree to indemnify Continental Stock Transfer & Trust
Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees
against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted
for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the
indemnified person or entity.


 








Certain Differences in Corporate Law


 


Cayman Islands companies are governed by the Companies Act. The
Companies Act is modeled on English Law but does not follow recent English Law statutory enactments, and differs from laws applicable
to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions
of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.


 






    	 



    	 



    

 














Mergers and Similar Arrangements. In certain circumstances,
the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted
company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).


 


Where the merger or consolidation is between two Cayman Islands
companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information.
That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of 662/3%
in value who attend and vote at a general meeting) of the shareholders of each company; or (b) such other authorization, if any,
as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger between
a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary
company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless
the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies
Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger
or consolidation.


 


Where the merger or consolidation involves a foreign company, the
procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are required
to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below
have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign
company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements
of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been
filed and remains issued and outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any
jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and
is acting in respect of the foreign company, its affairs or its property or any part thereof; (iv) that no scheme, order, compromise
or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company
are and continue to be suspended or restricted.


 


Where the surviving company is the Cayman Islands exempted company,
the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made
due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able to
pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors
of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving
or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted
by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction
of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon
the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign
jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.


 


Where the above procedures are adopted, the Companies Act provides
for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the merger
or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows (a) the shareholder must give
his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation,
including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized
by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent
company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following
receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent
including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following the date
of the expiration of the period set out in clause (b) above or seven days following the date on which the plan of merger or consolidation
is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer
to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company
and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder
such amount; (e) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following the
date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands
Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting
shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of
that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any,
to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the
list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights
of a dissenting shareholder are not be available in certain circumstances, for example, to dissenters holding shares of any class
in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant
date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange
or shares of the surviving or consolidated company.


 






    	 



    	 



    

 


Moreover, Cayman Islands law also has separate statutory provisions
that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement will generally
be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands
as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to a
scheme of arrangement (the procedure of which are more rigorous and take longer to complete than the procedures typically required
to consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class
of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value
of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at
an annual general meeting, or an extraordinary general meeting summoned for that purpose. The convening of the meetings and subsequently
the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would
have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve
the arrangement if it satisfies itself that:


 


	 	●	we are not proposing to act illegally
    or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;


 


	 	●	the shareholders have been fairly represented
    at the meeting in question;


 


	 	●	the arrangement is such as a businessman
    would reasonably approve; and


 


	 	●	the arrangement is not one that would
    more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”


 


If a scheme of arrangement or takeover offer (as described below)
is approved, any dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be
available to dissenting shareholders of United States corporations, providing rights to receive payment in cash for the judicially
determined value of the shares.


 


Squeeze-out Provisions. When a takeover offer is made
and accepted by holders of 90% of the shares to whom the offer relates is made within four months, the offeror may, within a two-month
period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made
to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion
or inequitable treatment of the shareholders.


 


Further, transactions similar to a merger, reconstruction and/or
an amalgamation may in some circumstances be achieved through other means to these statutory provisions, such as a share capital
exchange, asset acquisition or control, through contractual arrangements, of an operating business.


  


Shareholders’ Suits. Maples and Calder (Cayman) LLP, our Cayman
Islands legal counsel, is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions
have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions.
In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example)
our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on
English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands,
exceptions to the foregoing principle apply in circumstances in which:


 





	 	●	a company is acting, or proposing to
    act, illegally or beyond the scope of its authority;


 


	 	●	the act complained of, although not
    beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually
    been obtained; or


 


	 	●	those who control the company are perpetrating a “fraud on
    the minority.”


 





A shareholder may have a direct right of action against us where
the individual rights of that shareholder have been infringed or are about to be infringed.


 






    	 



    	 



    

 


Enforcement of Civil Liabilities. The Cayman Islands
has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally,
Cayman Islands companies may not have standing to sue before the federal courts of the United States.


 


We have been advised by Maples and Calder (Cayman) LLP, our Cayman
Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts
of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any
state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability
provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions
are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained
in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of
competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes
upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For
a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and
must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter,
impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural
justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public
policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.


 


Special Considerations for Exempted Companies. We are an exempted
company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and
exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands
may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an
ordinary company except for the exemptions and privileges listed below:


 





	 	●	an exempted company does not have to file an annual return of its
    shareholders with the Registrar of Companies;


 


	 	●	an exempted company’s register of members is not open to inspection;


 


	 	●	an exempted company does not have to hold an annual general meeting;


 


	 	●	an exempted company may issue shares with no par value;


 


	 	●	an exempted company may obtain an undertaking
    against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);


 


	 	●	an exempted company may register by
    way of continuation in another jurisdiction and be deregistered in the Cayman Islands;


 


	 	●	an exempted company may register as
    a limited duration company; and


 


	 	●	an exempted company may register as
    a segregated portfolio company.


 





“Limited liability” means that the liability of each shareholder
is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving
fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may
be prepared to pierce or lift the corporate veil).


 






    	 



    	 



    

 


Our Articles


 


Our Articles contain certain requirements and restrictions relating
to our initial public offering that will apply to us until the completion of our initial business combination. These provisions
cannot be amended without a special resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution
where it has been approved by either (i) at least two-thirds (or any higher threshold specified in a company’s articles of association)
of a company’s shareholders who attend and vote at a general meeting for which notice specifying the intention to propose the resolution
as a special resolution has been given; or (ii) if so authorized by a company’s articles of association, by a unanimous written
resolution of all of the company’s shareholders. Our Articles provide that special resolutions must be approved either by at least
two-thirds of our shareholders who attend and vote at a general meeting for which notice specifying the intention to propose the
resolution as a special resolution has been given (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous
written resolution of all of our shareholders.


 


Our initial shareholders may participate in any vote to amend our
Articles and will have the discretion to vote in any manner they choose. Specifically, our Articles provide, among other things,
that:


 


	 	●	If we are unable to complete our initial
    business combination within the completion window, we will (i) cease all operations except for the purpose of winding up,
    (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds
    therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
    in the trust account, including interest (which interest shall be net of taxes payable and less up to $100,000 of interest
    to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely
    extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
    if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the
    approval of our remaining shareholders and our board of directors, liquidate and dissolve;


 


	 	●	prior to our initial business combination,
    we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account
    or (ii) vote on any initial business combination;


 


	 	●	although we do not intend to enter
    into a business combination with a target business that is affiliated with our sponsor, our directors or our officers, we
    are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors,
    will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation
    opinions for the type of company we are seeking to acquire or an independent accounting firm, that such a business combination
    is fair to our company from a financial point of view;


 


	 	●	if a shareholder
    vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for business
    or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange
    Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain
    substantially the same financial and other information about our initial business combination and the redemption rights as
    is required under Regulation 14A of the Exchange Act;


 






    	 



    	 



    

 








	 	●	so long as we obtain and maintain a
    listing for our securities on the Nasdaq, Nasdaq rules require that our initial business combination must occur with one or
    more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account
    (excluding the deferred underwriting commission and taxes payable) at the time of our signing a definitive agreement in connection
    with our initial business combination;


 


	 	●	if our shareholders approve an amendment
    to our Articles that would (i) modify the substance or timing of our obligation to allow redemption in connection with our
    initial business combination or to redeem our public shares if we do not complete our initial business combination within
    the completion window or (ii) with respect to the other provisions relating to shareholders’ rights or pre-business combination
    activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares
    upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
    including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public
    shares; and


 


	 	●	we will not effectuate our initial
    business combination with another blank check company or a similar company with nominal operations.


 


In addition, our Articles provide that under no circumstances will
we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately
prior to or upon consummation of our initial business combination.


 








The Companies Act permits a company incorporated in the Cayman Islands
to amend its memorandum and articles of association with the approval of the holders of at least two-thirds of such company’s issued
and outstanding ordinary shares present (in person or via proxy) and voting at a general meeting. A company’s articles of association
may specify that the approval of a higher majority is required but, provided the approval of the required majority is obtained,
any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether its memorandum and
articles of association provides otherwise. Accordingly, with the requisite shareholder approval, we could amend any of the provisions
relating to our proposed offering, structure and business plan which are contained in our amended and restated memorandum and articles
of association. Nevertheless, we view all of these provisions as binding obligations to our shareholders and neither we, nor our
officers or directors, will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders
with the opportunity to redeem their public shares.


 





Certain Anti-Takeover Provisions of Our Articles


 


Our authorized but unissued Class A ordinary shares and preferred
shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes,
including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but
unissued and unreserved Class A ordinary shares and preferred shares could render more difficult or discourage an attempt to obtain
control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Shares Eligible for Future Sale


 


Following our initial public offering we have 11,291,875
ordinary shares issued and outstanding. Of these shares, the 8,625,000 Class A ordinary shares sold in our initial public offering will
be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our
affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 2,666,875, founders shares, underwriter founder
shares and private shares (as defined in our prospectus) are restricted securities under Rule 144, in that they were issued in private
transactions not involving a public offering, and are subject to transfer restrictions as set forth elsewhere in this prospectus.


  






    	 



    	 



    

 


Rule 144


 


A person who has beneficially owned restricted Class A ordinary
shares or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed
to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject
to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have beneficially owned
restricted Class A ordinary shares for at least six months but who are our affiliates at the time of, or any time during the three
months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any
three-month period a number of shares that does not exceed the greater of either of the following:


 





	 	●	1% of the total number of ordinary
    shares then issued and outstanding, which equals 112,919 shares immediately after our initial public offering, on an as converted
    basis; or


 


	 	●	the average weekly trading volume of the Class A ordinary shares
    during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.


 


Sales under Rule 144 are also limited by manner of sale provisions
and notice requirements and to the availability of current public information about us.


 


Restrictions on the Use of Rule 144 by Shell Companies or Former
Shell Companies


 


Historically, the SEC staff had taken the position that Rule 144
is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies,
like us. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for
resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that
has been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the
following conditions are met:


 


	 	●	the issuer of the securities that was
    formerly a shell company has ceased to be a shell company;


 


	 	●	the issuer of the securities is subject
    to the reporting requirements of Section 13 or 15(d) of the Exchange Act;


 


	 	●	the issuer of the securities has filed
    all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter
    period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and


 


	 	●	at least one year has elapsed from
    the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not
    a shell company.


 


As a result, our sponsor will be able to sell its founders shares
and private units pursuant to Rule 144 without registration one year after we have completed our initial business combination.


 


Registration Rights


 


The holders of the founders shares, private units (including private
warrants), underwriter founder shares and warrants that may be issued on conversion of working capital loans (and any ordinary
shares issuable upon the exercise of the private warrants or warrants issued upon conversion of the working capital loans and upon
conversion of the founders shares), will be entitled to registration rights pursuant to an agreement to be signed prior to or on
the effective date of our initial public offering. The holders of a majority of these securities are entitled to make up to two
demands that we register such securities. The holders of the majority of the founders shares can elect to exercise these registration
rights at any time commencing three months prior to the date on which these Class B ordinary shares are to be released from their
transfer restrictions. The holders of a majority of the underwriter founder shares, private units and units issued to our sponsor,
officers, directors or their affiliates in payment of working capital loans made to us (or underlying securities) can elect to
exercise these registration rights at any time after we consummate a business combination. Notwithstanding anything to the contrary,
BTIG and EarlyBird may only make a demand on one occasion and only during the five-year period beginning on the effective date
of the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggyback”
registration rights with respect to registration statements filed subsequent to our consummation of a business combination; provided,
however, that BTIG and EarlyBird may participate in a “piggyback” registration only during the seven-year period beginning
on the effective date of the registration statement of which this prospectus forms a part. We will bear the expenses incurred in
connection with the filing of any such registration statements.


 


Listing of Securities


 


Our units, Class A ordinary shares and warrants are listed on Nasdaq
under the symbols “CPAQU,” “CPAQ” and “CPAQW,” respectively.